Original Equipment Manufacturer Agreement given shipment of Products, a written notice specifying the shipment, the transfer order number, and the exact nature of the discrepancy between the Purchase Order and the shipment or the exact nature of the discrepancy in the shipping or other charges, as applicable. Any Products supplied by Manufacturer under this Agreement which fail to conform to the Product specifications specified in the applicable “Purchase Order” shall be subject to the provisions of Section 6 below. The OEM shall use commercially reasonable efforts to perform customary inspections of Product shipments in the normal course of its business. Any claim regarding the failure of Products within a shipment to conform to the applicable specifications shall be submitted to Manufacturer promptly upon discovery, together with reasonable evidence of such nonconformity at the time of inspection. Prices for Products which may be added to the First Schedule from time to time after the date of this Agreement shall be determined by the mutual agreement of the Parties and shall be set forth on an addendum to such First Schedule. In the event that Manufacturer manufactures, markets or distributes, either on its own behalf or on behalf of any other entity in the period of this agreement a product having similar functionality and intended for similar uses to compete in the same market as the OEM’s line of XXXX™ Imaging Systems (a “System Product”) the Manufacturer agrees that OEM will be entitled to purchase Products at the maximum discount indicated on the First Schedule attached hereto without the necessity of satisfying the volume levels required by the First Schedule for such discount. The Manufacturer further agrees that, in such event the OEM will not be obligated to make any “reconciliation payments” as described in the First Schedule for the period of this agreement.
Original Equipment Manufacturer Agreement. The Manufacturer will repair or replace defective Products within four (4) weeks of receipt of Products that are within warranty and six (6) weeks from receipt of purchase order for repair of Products that are out of warranty.
Original Equipment Manufacturer Agreement. To provide the Manufacturer in writing each calendar quarter a non-binding forecast of the number of Products it anticipates purchasing during each of the following six (6) calendar months.
Original Equipment Manufacturer Agreement release either Party from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination.
Original Equipment Manufacturer Agreement. Should any section, or portion thereof, of this Agreement be held invalid by reason of any law, statute or regulation existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof shall be validly reformed so as to approximate the intent of the Parties as nearly as possible and, if such reform is not possible, shall be deemed divisible and deleted with respect to such jurisdiction, but the Agreement shall not otherwise be affected. The relationship of OEM and Manufacturer established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any other relationship between OEM and Manufacturer. Neither Party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other.
Original Equipment Manufacturer Agreement. If OEM submits Purchase Orders for at least ***, Products during such two (2) Years of this Agreement, then OEM shall be entitled to the *** discount price shown in column “2” for all invoiced Products and shall pay Manufacturer the aggregate difference between the discounted price paid by OEM and the discounted price it was entitled to as calculated above.
Original Equipment Manufacturer Agreement. 7.1 All other condition and statement of the Original Equipment Manufacturer Agreement will be inforced in it entirety.
